Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made, and
entered into, effective as of the 7th day of November, 2000, by,
and between, Single Source Electronic Transactions, Inc., a Nevada
corporation ("SSET"), and its shareholders (hereinafter referred
to collectively with SSET as "Sellers") and Single Source Financial
Services Corporation, previously known as Xxxx Printing Paper Corp.,
a New York corporation ("SSFS"), as follows:
RECITALS
WHEREFORE, SSET has developed an independent sales organization
over the past nine (9) months which sells and leases electronic
financial transaction equipment to merchants and signs such merchants
up with a processor in order to permit the processing of such
electronic financial transactions.
WHEREFORE, SSFS desires to develop its business as an independent
sales organization and, ultimately, to become a processor.
WHEREFORE, the parties believe that as an initial step in the
development of its business, SSFS should acquire SSET.
WHEREFORE, SSET desires to be acquired by SSFS, and SSFS desires
to acquire SSET, under the terms and conditions set forth herein.
AGREEMENT
In consideration of the mutual covenants and conditions
contained herein, SSET and SSFS agree, as follows:
SECTION 1. STOCK PURCHASE
1.1 Purchase and Sale. Each of the shareholders in SSET
hereby transfers and sells all of the issued and outstanding stock of
SSET to SSFS in exchange for 10,012,500 shares of restricted stock in
SSFS and SSFS hereby purchases all of the issued and outstanding
stock of SSET in exchange for 10,012,500 shares of its restricted
stock under the terms and conditions set forth herein.
1.2 Compensation. The shareholders of SSET shall be compensated
by the delivery to each of them one (1) share of restricted stock in
SSFS for each one (1) share of stock in SSET which they deliver to SSFS.
1.3 Operation of Business. Until the close of this transaction,
SSET shall continue to operate its day to day business as it has for
the past six (6) months and SSET shall not engage in any transaction
which materially affects its financial condition or the business
pending the completion of the transaction.
1.4 Excluded Assets. Except in the ordinary course of business,
no asset of SSET shall be removed from SSET pending the completion of
this transaction.
SECTION 2. STOCK CONSIDERATION
THE COMMON STOCK IN SSFS TO BE ISSUED PURSUANT
TO THIS AGREEMENT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). THE COMMON STOCK ISSUED PURSUANT
HERETO MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
THE SECURITIES ARE REGISTERED UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
2.1 Shares to Be Issued. On November 7, 2000, SSFS shall
cause 10,012,500 shares of restricted common stock to be delivered
to the shareholders of SSET as follows:
Number of Shares of SSFS
Name of Shareholder Common Stock
(a) Baki Arbria 500,000
(b) Xxxxxxx Xxxxxx 2,935,414
(c) Xxxxxx Xxxxxx 800,000
(d) Xxxxxx Xxxxxx 200,000
(e) Xxxxxx Xxxxxx 817,362
(f) Xxxxxxxx Xxxxxx 250,000
(g) Xxxx Xxxxxxxxx 125,000
(h) Xxxxxx Xxxxxxxxxx 1,317,362
(i) Xxxxx Xxxxxxxxxx 800,000
(j) Xxx Xxxxxxxxxx 200,000
(k) Xxxxxx X. Sock, Esq. 1,303,704
(l) Xxxxx Sock 131,829
(m) Xxxxxxx Sock 381,829
(n) Xxxxx X. Xxxxxx 250,000
The SSFS stock, when issued, shall be fully paid, validly issued
and non-assessable.
In exchange, each listed shareholder shall deliver the same number
of shares of stock in SSFS which shall contribute all of the SSFS
stock held by such shareholder.
2.2 Registration Rights. It is anticipated that SSFS will
shortly be filing an SB-2 with the SEC. If, and when, such an SB-2
is filed, SSFS shall register the following number of shares of SSFS
common stock which have issued to the following:
Name of Shareholder
(a) Baki Arbria 20,487
(b) Xxxxxxx Xxxxxx 663,539
(c) Xxxxxxxx Xxxxxx 250,000
(d) Xxxx Xxxxxxxxx 125,000
(e) Xxxxxx Xxxxxxxxxx 20,487
(f) Xxxxxxx Sock 20,487
(j) Xxxxx X. Xxxxxx 25,000
1,125,000
2.3 Legends and Restrictions.
(a) Legend. Sellers acknowledge, understand, and agree that
the certificate(s) representing the stock consideration shall bear
legends in substantially the following form:
"THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT THE PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. ANY INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME."
(b) Stop Transfer Instructions. Stop transfer
instructions in respect of the Stock Consideration may be issued,
at any time, to any transfer agent, transfer clerk or other agent
acting for the Issuer.
SECTION 3. SSET STOCK
THE COMMON STOCK IN SSET TO BE SOLD PURSUANT
TO THIS AGREEMENT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). THE COMMON STOCK ISSUED
PURSUANT HERETO MAY NOT BE SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS THE SECURITIES ARE REGISTERED
UNDER THE ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
3.1 Shares to Be Issued. On November 7, 2000, Sellers shall
cause all of the issued and outstanding common stock to be
delivered to SSFS. When transferred, the SSET stock shall be duly
issued, validly paid, and non-assessable.
3.2 Legends and Restrictions.
(a) Legend. SSFS agrees that the certificate(s) representing
the SSET stock being transferred to it shall bear legends in
substantially the following form:
"THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT THE PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. ANY INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME."
(b) Stop Transfer Instructions. Stop transfer instructions
in respect of the Stock Consideration may be issued, at any time,
to any transfer agent, transfer clerk or other agent acting for
the Issuer.
SECTION 4. REPRESENTATIONS AND WARRANTIES
4.1 SSET Representations and Warranties. In order to induce
SSFS to accept this Agreement, SSET, and its shareholders, and
each of them (hereinafter referred to collectively as "Sellers"),
hereby represents and warrants to SSFS, as follows:
(a) Opportunity to Investigate. Sellers or their Investment
Advisor (if any) have been given a full opportunity to ask questions
of and to receive answers from the officers, agents and
representatives of SSFS concerning the terms and conditions of this
Agreement and the business and status of SSFS and to obtain such
other information that Sellers or their Investment Advisor (if any)
desires in order to evaluate an investment in SSFS, and all such
questions have been answered to the full satisfaction of Sellers.
Sellers acknowledge that Sellers or their Investment Advisor (if
any) have had access to the same kind of information concerning
Xxxx that is required by Schedule A of the Securities Act of 1933,
as amended, to the extent that SSFS possesses such information.
(b) Reviewed Merits With Investments Advisor. Sellers have
reviewed the merits of an investment in SSFS with tax and legal
counsel and an investment advisor to the extent deemed advisable
by Sellers.
(c) Acknowledgment of Risks. Sellers acknowledge and
understand that I) SSFS is in a very competitive field, and expects
to encounter competition from other companies which have
substantially more resources and experience, and are better known,
than SSFS; ii) SSFS's future is dependent upon its acceptance in the
marketplace, and there can be no assurances that acceptance will be
achieved; iii) although SSFS cannot accurately predict its future
operating results, it will incur losses from operations subsequent to
the date hereof and extending into an indeterminable time in the
future and there can be no assurances that it will ever achieve
profitability; iv) the aggregate number of capital shares sold by
SSFS, from time to time, and the price at which such shares are
sold, will be determined by the Board of Directors of SSFS, in its
discretion, giving consideration to the needs of SSFS to obtain
financing, and there can be no assurance as to the price(s) for which
SSFS will sell its capital shares in the future and no assurance can
be given that SSFS will be able to obtain such financing, on terms
acceptable to Xxxx, at the time it is required; and v) in purchasing
the SSFS Shares, Sellers are making a highly speculative investment.
(d) Shares Not Registered. Sellers understand that the SSFS
Shares being acquired by Sellers have not been registered under the
Act, or the securities laws of any state, in reliance upon specific
exemptions from registration thereunder, and Sellers agrees that the
SSFS Shares may not be sold, offered for sale, transferred, pledged,
hypothecated or otherwise disposed of except pursuant to a
registration in compliance with the Act and applicable state
securities laws or pursuant to an exemption from registration.
(e) No Federal or State Endorsement. Sellers understand that
no federal or state agency has made any finding or determination as
to the fairness of an investment in, or any recommendation or
endorsement of, the SSFS Shares or SSFS.
(f) Additional Financing. Sellers understand that SSFS will
require additional financing in the future, that SSFS has no
commitments for such financing at this time and has no assurances
that it will be able to obtain additional financing, or if obtained
what price, terms and conditions will be attached to such
financing. Sellers acknowledge that SSFS presently intends to
issue substantial shares in several rounds of future financings and
reorganizations, and that in the course of such issuances, Sellers'
percentage ownership in SSFS will be substantially diluted.
(g) Independent Investigation. In making its decision to
purchase the Xxxx Shares, Sellers have relied solely upon
independent investigations made by them or their Investment
Advisor (if any). Sellers have received no representation or
warranty from SSFS or any of its affiliates, employees or agents or
any of its subsidiaries, employees or agents, except as set forth
herein.
(h) Authority. Sellers represent that they have the requisite
authority to enter into this Agreement, that its entry into this
Agreement will not violate any agreement of Sellers, or any of
them, any applicable law, or any judicial order, decree, or writ.
(i) Sellers' Intent. Sellers are acquiring the SSFS Securities
solely for their own account as principal, for investment purposes
only, and except as provided herein, not with a view to the resale or
distribution thereof, in whole or in part.
(j) Existence and Good Standing. SSET is a Nevada corporation,
duly, fully, and validly formed and existing, under, and by virtue
of, the laws of the State of California. SSET is in good standing
as a limited liability company under the laws of the State of
California.
(k) Legal Authorization. Sellers are legally authorized to enter
into this Agreement and Sellers' entry into this Agreement will not
violate any other agreement, covenant, and condition to which Sellers,
or any of them, are a party.
(l) Accuracy and Survival of Representations. Each
representation and warranty of Sellers contained herein and all
information furnished by Sellers to SSFS is true, correct and
complete in all respects. All representations and warranties set
forth above or in any other written statement or document delivered
by Sellers in connection with the transaction contemplated hereby
will be true, correct and complete in all respects on and as of the
date of the closing, as if made on, and as of, such date and shall
survive such closing.
4.2 SSFS Representations and Warranties. In order to induce
Sellers to enter into this Agreement, SSFS hereby represents and
warrants to Sellers, as follows:
(a) Opportunity to Investigate. SSFS has been given a full
opportunity to ask questions of and to receive answers from the
officers, agents and representatives of Sellers concerning the terms
and conditions of this Agreement and to obtain such other
information from Sellers, or any of them, that SSFS desires in order
to evaluate an acquisition of SSFS and all of such questions have
been answered to the full satisfaction of SSFS.
(b) Independent Investigation. In making its decision to acquire
SSET, SSFS has relied solely upon independent investigations
made by it. SSFS has received no current representation or
warranty from Sellers or any of their current affiliates, employees or
agents, except as set forth herein.
(c) Corporate Status. SSFS is a corporation, duly, fully, and
validly formed and existing, under, and by virtue of, the laws of the
State of New York. SSFS is in good standing as a corporation
under the laws of the State of New York;
(d) SSFS Authority. SSFS is legally authorized to enter into
this Agreement and SSFS's entry into this Agreement will not
violate any other agreement, covenant, and condition to which
SSFS is a party; and
(e) Accuracy and Survival of Representations. Each
representation and warranty of SSFS contained herein and all
information furnished to Sellers by SSFS is true, correct and
complete in all respects. All representations and warranties set
forth above or in any other written statement or document delivered
by SSFS in connection with the transaction contemplated hereby
will be true, correct and complete in all respects on and as of the
date of closing, as if made on, and as of, such date and shall survive
such closing.
4.3 Representations of Xxxxxx X. Sock. Xxxxxx X. Sock
represents that he is authorized to sign this Agreement on behalf of
each of the selling shareholders.
SECTION 5. GENERAL PROVISIONS
5.1 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be personally
delivered or sent by registered or certified mail, postage prepaid,
return receipt requested, telegraphed, or sent by facsimile
transmission and shall be deemed received upon the earlier of (i) if
personally delivered, the date of delivery to the address of the
person to receive such notice; (ii) if sent by certified or registered
mail, three (3) business days after the date of mailing; (iii) if given
by telegraph, one (1) business day after the date delivered to the
telegraph company, with charges prepaid; or (iv) if given by
facsimile transmission, the date transmitted. Any notice, request,
demand, direction or other communication sent by telegraph or
facsimile transmission must be perfected within forty-eight (48)
hours by mailing a copy in the United States Mail, first class,
postage prepaid.
To SSET: Xx. Xxxxxxx Xxxxxx
Single Source Electronic Transactions, Inc.
00000 Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
To SSFS: Xxxxxx X. Sock, Esq.
Single Source Financial Services Corporation
00000 Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Notice of change of address shall be given by written notice in the
manner detailed in this paragraph. Rejection or other refusal to
accept or the failure to deliver due to any change of address of
which no notice was given shall not effect the time at which such
notice shall be deemed to have been given and shall constitute
receipt of such communication.
5.2 Severability. Each and every provision of this Agreement
is severable from each and all of the other provisions of this
Agreement. In the event that any provision of this Agreement is for
any reason unenforceable, the balance of the Agreement shall
nonetheless remain in full force and effect.
5.3 Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the
subject matters referred to herein. No representation, covenant,
undertaking, promise, or other prior or contemporary agreement,
whether oral or written, respecting such subject matters, which is
not specifically contained herein, shall be deemed in any way to
exist or bind any of the parties hereto. The parties hereto
acknowledge that each party has not executed this Agreement in
reliance on any promise, representation, or warranty, which is not
contained herein.
5.4 Construction. This Agreement shall not be construed
against the party preparing it, but shall be construed as if all
parties jointly prepared this Agreement, and any uncertainty
or ambiguity shall not be interpreted against any one party. The
Agreement is to be performed in the County of Los Angeles, State of
California, and shall be interpreted, enforced and governed by, and
under, the laws of the State of California. Any action with respect
to or relating to the subject matter of this Agreement shall only be
filed in the County of Los Angeles, State of California and any
arbitration proceeding with respect to or relating to the subject
matter of this Agreement shall only be heard in the County of Los
Angeles, State of California.
5.5 Modification. This Agreement shall not be modified by
either party by any oral representation or agreement made before,
or after, the execution of this Agreement. All modifications to
this Agreement must be in writing and signed by each party hereto.
5.6 Attorney's Fees. In any court action arising out of, or
relating to, this Agreement, or the breach thereof, the prevailing
party shall be awarded his reasonable attorney's fees against the
non-prevailing party.
5.7 Waiver. The waiver of any provision or breach of this
Agreement in any instance or instances shall not constitute a waiver
of, or a release of, any other provision or breach of this Agreement
in any other instance or instances.
5.8 Binding on Successors and Assigns. This Agreement shall
be binding on, and shall inure to the benefit of, the parties and to
their respective heirs and legal representatives, successors, and
assignees.
5.9 Cooperation. The parties agree to perform any and all acts
and to execute and deliver, upon request, any and all documents
reasonably necessary or convenient to carry out the terms of this
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Date: November 7, 2000 Single Source Financial Services
Corporation, A New York corporation
By:______________________________
Xxxxxx X. Sock, Secretary
Date: November 7, 2000 Single Source Electronic Transactions,
Inc., A Nevada corporation
By:______________________________
Xxxxxxx Xxxxxx, Secretary
